Shift of Registered Office - How to Change Your Company’s Address the Right Way

When a company decides to move its registered office from one state to another, most people expect the process to be similar to changing an address within the same city. File a form, update the records, done.

It is not.

An inter-state shift of registered office involves amending the Memorandum of Association, passing a special resolution, giving notice to creditors and regulators, and obtaining a formal order from the Regional Director. It is a structured legal process - and if done incorrectly, the shift has no legal validity.

Here is everything you need to know.

Step-by-Step Process

Step 1 - Board Meeting - Recommend the Shift

The Board of Directors passes a resolution recommending the shift of registered office to another state and calling for an Extraordinary General Meeting (EGM) or postal ballot to obtain shareholder approval.

Step 2 - Special Resolution by Shareholders

A Special Resolution is passed at the EGM or through postal ballot, approving the shift and the consequent alteration to the Memorandum of Association. At least 75% of votes cast must be in favour.

Step 3 - File MGT-14 with ROC

Within 30 days of passing the special resolution, Form MGT-14 is filed with the ROC along with a certified copy of the special resolution and the altered MoA.

Step 4 - Publish Notice in Newspapers

A notice of the proposed shift must be published in two newspapers — one in English and one in the regional language of the state where the company is currently registered. This gives the public and creditors an opportunity to raise objections.

Step 5 - Serve Notice on Regulators and Creditors

Individual notice must be served on the Registrar of Companies (current state), Regional Director, Income Tax authorities, SEBI (if the company is listed), all secured creditors and debenture holders, and any other regulatory authority governing the company’s sector.

Step 6 - File Petition Before RD in Form INC-23

A petition is filed before the RD having jurisdiction over the registered office in Form INC-23. The petition includes the special resolution, newspaper publications, proof of notices served, list of creditors, and a declaration by the directors confirming compliance.

Step 7 - RD Hearing and Order

The RD fixes a date of hearing. If no objection is raised and the RD is satisfied that the shift is in order, it passes a confirmation order allowing the alteration of the MoA.

Step 8 - File RD Order with Both ROCs

Within 30 days of receiving the RD order, certified copies must be filed with the ROC of the current state (old ROC) and the ROC of the new state (new ROC). The old ROC then forwards the company’s records to the new ROC.

Step 9 - File INC-22 with New ROC

Within 15 days of the actual shift, Form INC-22 is filed with the new ROC to confirm the new registered office address, along with proof of address and a utility bill.

Step 10 - Fresh Certificate of Incorporation Issued

The new ROC issues a fresh Certificate of Incorporation reflecting the new state. The MoA is updated, and the company’s CIN is revised to reflect the new state code.